Attached files
| file | filename |
|---|---|
| EX-99.1 - AGREEMENT - OFFICIAL PAYMENTS HOLDINGS, INC. | exhibit99-1.htm |
| EX-99.2 - PRESS RELEASE - OFFICIAL PAYMENTS HOLDINGS, INC. | exhibit99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 25,
2010
TIER
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction of
Incorporation)
|
000-23195
(Commission
File
Number)
|
94-3145844
(IRS
Employer Identification No.)
|
|
10780
Parkridge Blvd., 4th
Floor
Reston,
Virginia
(Address
of Principal Executive Offices)
|
20191
(Zip
Code)
|
|
|
Registrant's
telephone number, including area code: 571-382-1000
|
||
|
Not
Applicable
------------------------------------------------------------------------------------------------------------------------
(Former
Name or Former Address, if Changed Since Last
Report)
|
||
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the obligation of the registrant under any of the following provisions
(see General
Instruction A.2. below):
|
o
|
Written
communication pursuant to Rule 425 under the Securities act (17 CFR
230.425)
|
|
x
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01. Entry Into a Material Definitive Agreement.
On
February 25, 2010, Tier Technologies, Inc. (the “Company”) entered into an
agreement (the “Agreement”) with Discovery Equity Partners, L.P. (“Discovery
Equity Partners”), Discovery Group I, LLC (“Discovery Group I”), Daniel J.
Donoghue (“Mr. Donoghue”), and Michael R. Murphy (“Mr. Murphy,” and collectively
with Discovery Equity Partners, Discovery Group I, Mr. Donoghue, and their
respective affiliates, “Discovery Group”), relating to, among other things, the
Company’s 2010 annual meeting of stockholders (the “Annual
Meeting”). Set forth below is a summary of the material terms of the
Agreement, a copy of which is attached as Exhibit 99.1 and incorporated by
reference herein. The following summary does not purport to be
complete and is qualified in its entirety by reference to the
Agreement.
Pursuant
to the Agreement:
|
·
|
The
Company agreed, among other things, to (i) reduce the size of the Board of
Directors of the Company (the “Board”) from nine to seven members,
effective as of the date of the Annual Meeting, (ii) separate the roles of
Chairman and Chief Executive Officer of the Company following the Annual
Meeting, (iii) pay Discovery Group $175,000 to reimburse Discovery Group
for fees and expenses incurred in connection with the Company’s 2009
annual meeting of stockholders, at which Mr. Donoghue and Mr. Murphy were
elected to the Board, and (iv) accelerate the vesting of unvested
restricted stock units issued to Mr. Donoghue and Mr. Murphy, such
acceleration to be effective upon the expiration of the term of Mr. Murphy
and Mr. Donoghue as a director.
|
|
·
|
Discovery
Group agreed, among other things, that (i) Discovery Group will not
nominate, for election to the Board at the Annual Meeting, any of the
individuals named in the notice sent by Discovery Group to the Company on
January 6, 2010, or any other individuals, and will not conduct any
solicitation of proxies in connection with the Annual Meeting, and
(ii) Discovery Group will cause all of the shares of the Company’s
common stock beneficially owned by Discovery Group as of the record date
for the Annual Meeting to be voted in favor of each of the Board’s
nominees for election to the Board at the Annual
Meeting.
|
On
February 25, 2010, the Board nominated the following individuals, each of whom
is currently serving as a director of the Company, for election to the Board at
the Annual Meeting: Charles W. Berger, John J. Delucca, Morgan P.
Guenther, Philip G. Heasley, David A. Poe, Ronald L. Rossetti, and Zachary F.
Sadek.
IMPORTANT
ADDITIONAL INFORMATION WILL BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION
The
Company plans to file with the Securities and Exchange Commission (the “SEC”)
and mail to its stockholders a proxy statement relating to its Annual
Meeting. The proxy statement will contain important information about
the Company and the matters to be acted upon at the
meeting. Investors and security holders are urged to read the proxy
statement carefully when it is available.
Investors
and security holders will be able to obtain free copies of the proxy statement
and other documents filed with the SEC by the Company through the web site
maintained by the SEC at www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of these documents from the
Company by contacting Tier Technologies Inc.,
attention: Keith Omsberg, Corporate Secretary, 10780 Parkridge Boulevard, 4th
floor, Reston, Virginia, 20191, telephone: (571) 382-1000.
The
Company, its directors and named executive officers may be deemed to be
participants in the solicitation of the Company’s security holders in connection
with its 2010 annual meeting of stockholders. Security holders may
obtain information regarding the names, affiliations and interests of such
individuals in the Company’s Annual Report on Form 10-K for the year ended
September 30, 2009, as amended, which is on file with the SEC, as well as its
upcoming proxy statement for the 2010 annual meeting (when
available). To the extent there have been changes in the Company’s
directors and executive officers since the filing of the Form 10-K, as amended,
such changes have been reported on Current Reports on Form 8-K filed with
the
SEC. To the extent holdings of Company securities by the Company’s
directors and named executive officers have changed since the amounts shown in
the Form 10-K, as amended, such changes have been or will be reflected on
Statements of Change in Beneficial Ownership on Form 4 or Form 5 filed with the
SEC.
Item
7.01. Regulation FD Disclosure.
On
March 1, 2010, the Company issued a press release regarding the
Agreement. A copy of such release is attached hereto as Exhibit 99.2
and incorporated herein by reference.
The
information in this Item 7.01 and in Exhibit 99.2 to this report shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, except as expressly set forth by specific reference in such
filing.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
See
Exhibit Index attached hereto.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
TIER
TECHNOLOGIES, INC.
|
||
|
By:
|
/s/
Ronald W. Johnston
|
|
|
Name:
|
Ronald
W. Johnston
|
|
|
Title:
|
Chief
Financial Officer
|
|
|
Date:
March 1, 2010
|
||
|
|
Exhibit
Index
|
|
Exhibit
No
|
Description
|
|
99.1
|
Agreement
dated February 25, 2010 among Discovery Equity Partners, L.P., Discovery
Group I, LLC, Daniel J. Donoghue, and Michael R. Murphy and Tier
Technologies, Inc.
|
|
99.2
|
Press
release issued March 1, 2010 by Tier Technologies,
Inc.
|